Julie Masino
About Julie Masino
Independent director at Vivid Seats Inc. (SEAT); Age 54; director since 2021. Currently President and Chief Executive Officer and a director of Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) since November 2023; prior CEO‑Elect from August 2023. Holds a degree from Miami University; brings over a decade of executive leadership experience at well‑known consumer brands. Determined by the Board to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taco Bell (Yum! Brands) | President, International | Jan 2020–Jun 2023 | Senior P&L and global execution experience |
| Taco Bell (Yum! Brands) | President, North America | 2018–2019 | Large‑scale operations and brand leadership |
| Mattel | Senior positions | 2017–2018 | Consumer products leadership |
| Sprinkles Cupcakes | Senior positions | 2014–2017 | Retail/consumer scaling experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) | President & CEO; Director | CEO since Nov 2023; CEO‑Elect Aug 2023 | Public company CEO and director |
| PhysicianOne Urgent Care | Director (prior) | Not disclosed | Prior board service |
| Cole Haan | Director (prior) | Not disclosed | Prior board service |
Board Governance
- Board structure/size: Nine directors; classified board (three classes); Chair is David Donnini; SEAT periodically reviews leadership structure .
- Independence: Board determined Masino independent; majority of Board independent .
- Committee memberships: Audit Committee member; Compensation Committee Chair; not on NCG Committee .
- Attendance: In 2024, every director attended ≥75% of Board and applicable committee meetings; executive sessions of independent directors held regularly (at least twice per year) .
- Designation and governance rights: Masino was designated to the Board pursuant to the Stockholders’ Agreement by the Hoya Topco Holders (GTCR‑affiliated); Hoya Topco/Horizon retain director designation and removal rights tied to ownership thresholds .
Fixed Compensation
| Component | Detail | Amount (FY2024) |
|---|---|---|
| Annual Board cash retainer | Standard non‑employee director retainer | $40,000 policy level |
| Committee fees | Audit member $10,000; Compensation Chair $15,000; NCG member $7,500; NCG Chair $15,000 | Policy schedule |
| Actual cash fees (Masino) | Includes Board/committee retainers and ad hoc special committee fees | $84,750 |
| Equity grant (annual) | RSUs to non‑employee directors at each annual meeting | $200,000 grant date fair value |
| Initial equity grant (upon appointment) | One‑time RSU award | $200,000 grant date fair value (policy) |
| Vesting – annual RSUs | Annual grants vest in full before next annual meeting or at 1‑year anniversary | Policy terms |
| Vesting – initial RSUs | Vest in three equal annual installments | Policy terms |
| Change‑in‑control | All outstanding director RSUs vest in full immediately prior to a change in control | Policy terms |
- Masino earned $15,000/month for a portion of 2024 for service on an ad hoc special committee (Chair: Jane DeFlorio), in addition to standard retainers .
Performance Compensation
| Metric | Applies to | Weight | 2024 Plan Targeting | 2024 Actual vs Plan | Payout Outcome |
|---|---|---|---|---|---|
| Revenue | NEO AIP (executives); oversight by Compensation Committee chaired by Masino | 50% | Threshold 85% → 40%; Target 100% → 100%; Max 115% → 150% | 94.1% of operating plan | 69.4% of target award; formulaic (no discretion) |
| Adjusted EBITDA | NEO AIP (executives) | 50% | Threshold 85% → 40%; Target 100% → 100%; Max 115% → 150% | 90.6% of operating plan | 69.4% of target award; formulaic (no discretion) |
- Director compensation is time‑based RSUs and cash retainers; no director‑specific performance metrics are disclosed .
Other Directorships & Interlocks
| Entity | Relationship to SEAT | Notes |
|---|---|---|
| Hoya Topco/Horizon | Stockholders’ Agreement director designation rights | Masino designated by Hoya Topco Holders |
| Related party transactions | Dodgers and Viral Nation (affiliates of Todd Boehly/Eldridge) | 2024 payments: ~$2.2M (Dodgers), ~$330k (Viral Nation); Masino not identified in these transactions |
Expertise & Qualifications
- Consumer/restaurant leadership: CEO at Cracker Barrel; senior roles at Taco Bell, Mattel, Sprinkles Cupcakes .
- Board governance: Independent director; Compensation Committee Chair; Audit Committee member; Audit Committee financial literacy (committee qualification standard) .
- Education: Miami University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 91,746 shares; <1% | As of Apr 7, 2025 record date; less than 1% of Class A outstanding |
| RSUs unvested at 12/31/2024 | 38,167 units | Outstanding unvested RSUs for non‑employee directors |
| Options | None | “None of our directors hold options” |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging |
Governance Assessment
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Positives:
- Independent director with relevant consumer leadership; currently chairs Compensation Committee and serves on Audit; Board affirmed independence .
- Committee engagement: Compensation Committee uses independent advisor FW Cook; independence reviewed and no conflicts found (Feb 2025) .
- Alignment mechanisms: Annual RSU grants; directors may elect to take cash retainers in fully vested Class A shares; RSU vesting accelerates on change‑in‑control (standard for board continuity) .
- Policy safeguards: Robust Insider Trading Policy; prohibition on hedging/pledging; executive sessions of independent directors at least twice yearly .
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Watch items / RED FLAGS:
- Stockholders’ Agreement confers significant director designation rights to Hoya Topco/Horizon, potentially affecting board independence dynamics (Masino designated by Hoya Topco Holders) .
- Compensation Committee reduced executive option exercise prices to market on 12/7/2023 (repricing of underwater options) — shareholder‑sensitive action overseen by the committee; context: options reduced to $6.76/$6.76 from higher strikes .
- Ad hoc special committee fees: Masino earned additional $15,000/month during part of 2024; ensure clarity on mandate and duration to avoid perceived pay anomalies .
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Attendance and engagement: All directors, including Masino, met ≥75% attendance in 2024; independent director executive sessions held regularly .
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Say‑on‑pay context: SEAT is an Emerging Growth Company; say‑on‑pay votes not required until status changes, limiting direct shareholder feedback on executive pay that the Compensation Committee (chaired by Masino) oversees .